Corporate Charter Template for Denmark

A Corporate Charter (stiftelsesdokument) is the official birth certificate of a Danish company. It outlines the fundamental rules and structure that will govern your business, including its name, purpose, share capital, and board members. In Denmark, you must file this document with the Danish Business Authority (Erhvervsstyrelsen) to legally establish your company.

The charter serves as your company's foundation, setting out key operational details like voting rights, share classes, and management responsibilities. Danish law requires specific elements in every charter, such as the founders' names and contributions, but you can add extra provisions to suit your business needs. Once registered, it becomes a public document that anyone can access through the central business registry.

You need a Corporate Charter when starting any new company in Denmark, from small businesses to large corporations. It's a mandatory first step before you can register with the Danish Business Authority and begin operations. Creating this document becomes urgent when you're ready to secure funding, open bank accounts, or enter into contracts as a legal entity.

The charter also proves essential when bringing in new investors, changing your company's structure, or expanding operations. Danish law requires updating your charter for major changes like increasing share capital, adding new share classes, or modifying core business activities. Having a well-drafted charter helps prevent disputes among shareholders and ensures smooth business transitions.

• Basic Corporate Charter: Standard version required for private limited companies (ApS), covering essential elements like company name, purpose, and share capital
• Public Company Charter: Enhanced version for public limited companies (A/S) with detailed shareholder rights and governance structures
• Holding Company Charter: Specialized format focusing on investment activities and subsidiary management
• Startup Charter: Streamlined version with provisions for future funding rounds and employee stock options
• Social Enterprise Charter: Modified format incorporating both commercial goals and social impact objectives under Danish regulations

• Company Founders: Create and sign the initial Corporate Charter when establishing the business, defining their ownership stakes and roles
• Corporate Lawyers: Draft and review the charter to ensure compliance with Danish law and protect client interests
• Board Members: Operate within the charter's framework and ensure company activities align with stated purposes
• Shareholders: Bound by the charter's provisions regarding voting rights, share transfers, and dividend distributions
• Danish Business Authority: Reviews and registers the charter, maintaining it as a public record
• Company Secretary: Maintains and updates the charter as required by law or business changes

• Basic Company Details: Prepare the company name, business purpose, registered address, and founding date
• Share Structure: Determine total share capital, share classes, and nominal value of each share
• Founder Information: Collect names, addresses, and citizenship details of all founders and their share subscriptions
• Management Structure: Define board composition and executive management roles
• Special Provisions: List any specific voting rights, transfer restrictions, or dividend policies
• Documentation: Gather proof of share capital deposit and any required permits
• Digital Signatures: Ensure all founders have NemID/MitID for official registration

• Company Name: Official registered name and any secondary names, following Danish naming regulations
• Business Purpose: Clear statement of company activities and objectives
• Share Capital: Total amount, number of shares, and classes of shares with associated rights
• Founder Details: Names, addresses, and contributions of all founding members
• Management Structure: Board composition, executive roles, and signing authority
• Fiscal Year: Definition of the company's financial reporting period
• Articles Association: Reference to or inclusion of company bylaws
• Shareholder Rights: Voting procedures, transfer restrictions, and dividend policies

A Corporate Charter differs significantly from a Corporate Governance Document in several key ways. While both are essential for Danish companies, they serve distinct purposes and operate at different levels of corporate structure.

• Legal Status: A Corporate Charter is the foundational document required by law to establish a company, while a Corporate Governance Document outlines internal management procedures and policies
• Timing and Updates: The Charter must exist before company registration and rarely changes, whereas Governance Documents evolve regularly with business needs
• Content Scope: Charters contain basic company information and share structure, while Governance Documents detail day-to-day operational rules and decision-making processes
• Legal Requirements: Danish law mandates specific elements in a Charter, but Governance Documents can be more flexible and company-specific